Purple Stencil Ambassador Agreement
BACKGROUND
A. TROY is engaged in the business of marketing printing solutions to the professional tattoo artist, including its line of Mobile Tattoo Stencil Printers, branded as the “Purple Stencil” and specialized inks (the “Purple Stencil Products”).
B. TROY desires to engage Ambassador as one of the brand influencers to promote and endorse the Purple Stencil Products via Ambassador’s social media accounts.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and of the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Appointment; No Exclusivity. TROY hereby appoints Ambassador as one of its brand influencers for purposes of promoting and endorsing TROY’s Purple Stencil Products via Ambassador’s online and social media accounts. Ambassador’s appointment to this position is on a non-exclusive, non-employee basis, and at all times Ambassador will be acting as an independent contractor to endorse and promote the Purple Stencil Products to the target market of professional tattoo artists. Nothing in this Agreement will restrict TROY from hiring other influencers to its ambassador team.
2. Term. This Agreement shall have an initial term of one (1) year with renewal upon mutual agreement at end of the term.
3. Services. Ambassador agrees to provide the following services and deliverables (the “Services”):
(a) Ambassador shall deliver at least one (1) post per month on each of its active social media platforms (FB, Instagram, X, YouTube) about the Purple Stencil Products, mentioning those products and TROY in a post, story, photo or video, with the Purple Stencil Products prominently displayed; and
(b) Ambassador shall cooperate with TROY to deliver a reasonable number of additional posts or collaborations that TROY may request from time to time (for example, an Instagram reel, collaborative post, or interview on TROY’s social media channels).
4. Items to Avoid in Ambassador Posts: While providing the Services, Ambassador agrees to avoid mentioning the following competitors of TROY: [____________________]. All blog posts, social media statuses, tweets, and/or comments should be in good taste and free of inappropriate language and/or any content promoting bigotry, racism or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age. No images shall be used which would be deemed lewd, pornographic or violent, and shall comport with all content and community standards enforced by the respective social media platform. Ambassador shall not engage in any action or activity that may damage or impair the reputation or goodwill associated with TROY or the Purple Stencil Products. Ambassador assumes all responsibility for verifying that its posts, content or campaign materials used meet TROY’s approval.
5. Material Disclosures; Compliance with FTC Guidelines. When providing the Services and publishing posts about the Purple Stencil Products, Ambassador shall clearly disclose his or her “material connection” with TROY, including the fact that Ambassador was given any consideration, was provided with certain experiences or is being paid for his or her services, in accordance with all FTC Guidelines. The above disclosure should be clear and prominent and made in close proximity to any statements that Ambassador makes about TROY or the Purple Stencil Products. Please note that this disclosure is required regardless of any space limitations of the medium (e.g., Twitter/X), where the disclosure can be made via Hashtags, e.g. #sponsored. Ambassador’s statements should always reflect Ambassador’s honest and truthful opinions and actual experiences with TROY and the Purple Stencil Products. Ambassador should only make factual statements about TROY or the Purple Stencil Products which Ambassador knows for certain are true and can be verified.
6. Products Details; Modification or Discontinuance. TROY shall provide the necessary product information and briefing materials for the Purple Stencil Products to enable Ambassador to perform the Services. Ambassador shall not make any representations or warranties with respect to the specifications, features or capabilities of the Purple Stencil Products, in addition to or inconsistent with the product documentation supplied by TROY, including without limitation, the warranties, disclaimers and limitations of liabilities contained in such documentation. TROY reserves the right, in its sole discretion, at any time and from time to time to modify or discontinue the Purple Stencil Products, or to update the product information, specifications or warranties.
7. Intellectual Property. TROY retains all right, title, and interest in and to its intellectual property, including but not limited to, copyrights, patent rights, trademark and service mark rights, trade secret rights, moral rights, and all other intellectual property and proprietary rights. This Agreement does not grant Ambassador any right to use any trademark or other intellectual property owned by TROY in the provision of the Services, other than to identify the Purple Stencil Products as originating with, or products of TROY.
8. Compensation. In full consideration of Ambassador’s performance of the Services hereunder, Ambassador shall receive the consideration set forth on Exhibit A, attached hereto and made a part hereof. Ambassador acknowledges that the agreed upon consideration represents the entire compensation that Ambassador will receive with respect to this Agreement and TROY shall have no other obligation to pay any other compensation or to reimburse expenses or costs incurred by Ambassador in connection with the performance of its obligations under this Agreement.
9 Termination.
(a) TROY may terminate this Agreement upon written notice to Ambassador in any of the following situations: (i) Ambassador breaches or threatens to breach any term of this Agreement; (ii) Ambassador takes any action is reasonably expected to injure the interest, reputation or goodwill of TROY; (iii) Ambassador passes away or terminates his or her involvement in the professional tattoo market. In addition to any right or remedy that may be available to TROY under this agreement or applicable law, in the event that Ambassador has breached this Agreement, TROY may instruct Ambassador to cease all posts and promotional activities or make clarifying statements, and Ambassador shall immediately comply.
(b) TROY may terminate this Agreement for convenience at any time upon providing ten (10) days prior written notice to Ambassador.
10. Confidentiality and Exclusivity. During the course of Ambassador's performance of Services for TROY, Ambassador may receive or be provided access to records and information of a confidential and proprietary nature to TROY (the “Confidential Information”). Ambassador acknowledges and agrees that such Confidential Information is an asset of TROY, is not generally known to the public, is of a confidential nature and, to preserve the goodwill of TROY must be kept strictly confidential and used only in the performance of Ambassador's Services under this Agreement. Ambassador agrees that he or she will not use, disclose, communicate, copy or permit the use or disclosure of any such Confidential Information to any third party in any manner whatsoever during the term of this Agreement, and thereafter only with the written permission of TROY. Upon termination of this Agreement or upon the request of TROY, Ambassador will return to TROY all of the Confidential Information, and all copies or reproductions thereof, which are in Ambassador's possession or control. Ambassador agrees that during the term of this Agreement, and for a six (6) month term afterward, Ambassador will not undertake influencer marketing for a competitor of TROY or the Purple Stencil Products.
11. No Partnership. This Agreement shall not be deemed to create a joint venture, employment, partnership, broker or agency relationship or franchise between the parties. This Agreement does not grant either party the authority to bind the other party to any obligation to, or agreement with, any third party. Ambassador will otherwise perform the Services at his or her own expense and use his or her own resources and equipment.
12. Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TROY OR ANY OF THE TROY INDEMNITEES (AS DEFINED BELOW) BE LIABLE TO AMBASSADOR FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOST OR IMPUTED PROFITS OR ROYALTIES, LOST DATA, OR COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES ARISING FROM OR RELATED TO TROY PRODUCTS, INCLUDING THE PURPLE STENCIL PRODUCTS, OR TROY’S PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER FOR, AMONG OTHER THINGS, BREACH OF WARRANTY OR ANY OBLIGATION ARISING THEREFROM, AND REGARDLESS OF WHETHER LIABILITY IS ASSERTED IN CONTRACT OR TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND STRICT PRODUCT LIABILITY), AND REGARDLESS OF WHETHER TROY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. THE PARTIES WAIVE ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE THEM OF AN ADEQUATE REMEDY OR CAUSE THIS AGREEMENT TO FAIL OF ITS ESSENTIAL PURPOSE.
13. Force Majeure. If either party is unable to perform any of its obligations by reason of fire or other casualty, strike, act or order of public authority, act of God, or other cause beyond the control of such party, then such party shall be excused from such performance during the pendency of such cause.
14. Independent Contractor. Ambassador is retained as an independent contractor of TROY. Ambassador acknowledges and agrees that: (i) Ambassador is solely responsible for the manner and form by which Ambassador performs under this Agreement, and (ii) Ambassador is a self-employed individual, who performs services similar to the Services outlined in this Agreement as well as other services. Ambassador is responsible for the withholding and payment of all federal, state and local income and self-employment taxes and other assessments arising out of Ambassador's performance of Services, as well as timely and correctly reporting and paying all taxes. If Ambassador engages employees or agents (the "Ambassador Personnel") to assist with providing the Services, Ambassador acknowledges that it is solely responsible for all wages, salaries, fees and costs associated with the Ambassador Personnel. Neither Ambassador nor any of the Ambassador Personnel shall be considered employees of TROY or entitled to participate in any employee benefit plans of TROY.
15. Choice of Law. This Agreement shall be construed and governed by the laws of the State of California, and the federal laws of the United States of America, without regard to conflict of laws principles. Any action or proceeding seeking to enforce any provision of, or right or obligation arising out of this Agreement, shall be subject to the exclusive jurisdiction of the state and federal courts located in Orange County, California. Each of the parties willingly and expressly submits to the jurisdiction of the courts set forth above.
16. Counter-parts. This Agreement may be executed in any number of counterparts each of which is an original and any counterpart so executed shall be deemed to be one and the same instrument.
17. Entire Agreement. This Agreement represents the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings of the parties in connection herewith. This Agreement may not be amended or modified except by an agreement in writing signed by each of the parties.
18. Third Party Beneficiaries. This Agreement does not create, and shall not be construed as creating, any enforceable rights by any person not a party to this Agreement.
19. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the successors and assigns of the Parties hereto.
EXHIBIT A
Consideration
Free PS-M200 or PS-M250
One (1) free ink cartridge every two (2) months – 6 extra inks cartridges per year